On November 24, 2025, Graham Holdings Company, entered into an Amendment and Restatement Agreement (the Amendment and Restatement Agreement) providing for a USD 400 million five year revolving credit facility (the New Revolving Credit Facility) with certain of the Company?s foreign subsidiaries from time to time party thereto as foreign borrowers, certain of the Company?s domestic subsidiaries from time to time party thereto as guarantors, the lenders from time to time party thereto, the issuing lenders from time to time party thereto and Wells Fargo Bank, National Association (Wells Fargo), as administrative agent, which amended and restated the Company?s Second Amended and Restated Five Year Credit Agreement, dated as of May 3, 2022, by and among the Company, the foreign borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo, as administrative agent (as amended or otherwise modified prior to November 24, 2025, the Existing Credit Agreement; the Existing Credit Agreement, as amended and restated by the Amendment and Restatement Agreement, the Amended and Restated Credit Agreement). The Amendment and Restatement Agreement amends the Existing Credit Agreement to replace the revolving commitments under the existing revolving credit facility (the Existing Revolving Credit Facility) with the New Revolving Credit Facility, increase the letter of credit sublimit thereunder from $20.0 million to $40.0 million and increase or modify certain other baskets and thresholds in the Existing Credit Agreement. Under the Amended and Restated Credit Agreement, the Company is required to pay a commitment fee on a quarterly basis, based on the Company?s leverage ratio, of between 0.15% and 0.30% of the amount of the average daily unused portion of the New Revolving Credit Facility.
Any borrowings under the Amended and Restated Credit Agreement are made on an unsecured basis and bear interest at the Company?s option, either at the Base Rate, or the Benchmark for the applicable interest period (as defined in the Amended and Restated Credit Agreement), in each case plus an applicable margin that depends on the Company?s consolidated net debt to consolidated adjusted EBITDA (as determined pursuant to the Amended and Restated Credit Agreement, Total Net Leverage Ratio). The Company may draw on the New Revolving Credit Facility for general corporate purposes. The New Revolving Credit Facility will mature on the date that is five years after its effectiveness, unless the Company and the lenders agree to further extend the term.
Any outstanding borrowings will be required to be repaid on or prior to the final termination date. The Amended and Restated Credit Agreement contains terms and conditions, including remedies in the event of a default by the Company, typical of facilities of this type and requires the Company to maintain a Total Net Leverage Ratio of not greater than 3.5 to 1.0 and a consolidated interest coverage ratio of at least 3.0 to 1.0 based upon the ratio of consolidated adjusted EBITDA to consolidated interest expense as determined pursuant to the Amended and Restated Credit Agreement. On November 24, 2025, the Company completed the issuance and sale of $500 million aggregate principal amount of senior unsecured notes due 2033.
The Notes are guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company?s existing and future domestic subsidiaries. The Company will use the net proceeds from the offering of the Notes, together with borrowings under the New Revolving Credit Facility, to redeem all of the Company?s outstanding 5.750% notes due 2026 (the 2026 Notes), refinance the Existing Revolving Credit Facility, repay all amounts outstanding under the Company?s existing $150 million term loan facility and pay related fees and expenses. On November 12, 2025, the Company issued a notice of redemption to redeem on or around November 24, 2025 (the Redemption Date) the 2026 Notes.
The 2026 Notes will be redeemed at par plus accrued and unpaid interest on the 2026 Notes to be redeemed to the Redemption Date. The Notes were sold pursuant to a purchase agreement, dated November 13, 2025, among the Company, the guarantors named therein and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein. The Notes are governed by the terms of an indenture, dated as of November 24, 2025 (the Indenture), among the Company, the guarantors named therein and the Bank of New York Mellon Trust Company, N.A., as trustee.
The Notes will bear interest at a rate of 5.625% per annum. The Company will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Notes will mature on December 1, 2033.
The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Company may redeem the Notes in whole or in part at any time at the respective redemption prices described in the Indenture. The Notes will be unsecured and will rank equally with all of the Company?s other unsecured and unsubordinated indebtedness from time to time outstanding.
